THESE TERMS AND CONDITIONS APPLY TO YOUR USE OF THIS WEBSITE AND THE GNEX MARKET SO PLEASE TAKE TIME TO READ THEM
1.1 We are GNEX Ltd, a company registered in England under company number 08480992. Our business is based in England and our registered office is at 20-22 Wenlock Road, London N1 7GU, England. Our VAT registration number is GB179522184.
1.2 We own and operate the GNEX platform, an online marketplace for professional buyers and sellers of almonds, which, amongst other things, provides its members with an internet-based platform for the trading of almonds and independent information and insight relating to the almonds industry.
1.3 Many of the GNEX services are provided via our web site, currently found at www.gnex.com and its sub-domains (site), which is administered from our offices in England. Once you have become a GNEX member, you will also be able to access certain of the GNEX services using the mobile application we make available through certain application stores (mobile app).
1.4 These terms and conditions set out our commitment to you and your commitment to us in respect of the GNEX services and your use of the site. If you are in the almonds trade and you wish to use the GNEX services then we require you to accept these terms and conditions as part of the membership process.
Where we provide hypertext links to other web sites or contacts, we do so for information purposes only and such links do not constitute an endorsement or recommendation by us of any products or services in such sites. You use such links entirely at your own risk and we accept no responsibility for the content or use of such web sites or for the information contained on such sites (including any web site through which you may have gained access to the site). You may not create a link to the site, nor frame it without our written permission.
30.1 Information posted on the site or mobile app is either posted by us or by other GNEX members. We are not responsible for information posted by GNEX members.
30.2 Although we take pride in the site and mobile app and aim to keep it up to date, please note that information we post may, at times, be incomplete, out of date or inaccurate. If you wish to rely on any information we post then we recommend that first you confirm with us that the information you wish to rely on is correct. The content of the site and mobile app is subject to change at any time.
30.3 Upon becoming a GNEX member, you grant to us a non-exclusive, royalty-free, irrevocable and world-wide licence to use any images, information, logos, marks, text, graphics, and any other content that you provide to us and/or upload or otherwise add to the site or mobile app in connection with the GNEX services subject to and in accordance with these terms and conditions. Such use will include modifying such content and publicly displaying it on the site, the mobile app or using as part of the GNEX market information. We may use this content both whilst you are a GNEX member and following the end of your membership. You warrant and represent to us that (i) you have the right to grant to us the rights and licences granted (or purported to be granted) under this paragraph 30.3; and (ii) the exercise of any of the rights or licences granted (or purported to be granted) to us under this paragraph 30.3 neither infringes nor will infringe the rights (including the intellectual property rights) of any third party.
30.4 You agree not to use the mark GNEX or Global Nut Exchange or any other trademarks owned by us, or imply any association with or endorsement by GNEX or Global Nut Exchange except as specifically permitted under these terms and conditions.
30.5 We own or are licensed to use all copyright, trademarks and other intellectual property rights in and/or relating to (i) the site, the mobile app and the GNEX services; and (ii) the GNEX-SATA. You may use those intellectual property rights only as set out in these terms and conditions. You may not distribute, disseminate, show in public or create any derivative works of any materials that are not yours that you find on, or copy or download from, the site and/or the mobile app.
30.6 In particular, you must not use any robot, spider, scraper, site search/retrieval application or other manual or automatic device (including, by way of example, by taking 'screenshots' of the site or mobile app) to retrieve, index, "scrape," "data mine" or in any way gather content or materials, including but not limited to the GNEX market information, from the site or mobile app or reproduce or circumvent the navigational structure or presentation of the site or mobile app. You agree to comply with any robot exclusion files or headers on the site.
31. Your data
31.1 Subject to paragraph 31.2, you acknowledge and agree that we may use any information you provide to us, or which is generated by your use of the GNEX services for the following purposes:
(a) to provide the GNEX services; and
(b) to generate and make available to third parties aggregated or anonymised data and information that does not identify you by name (or any other unique identifier) relating to the GNEX market or global almond market – including research, indices, pricing and trading analyses (including anonymised examples of individual trades undertaken and bids and offers listed on the GNEX platform), market insight and assessments, commentary and insight (including the generation and provision of any GNEX marketing information we make available on the site or mobile app).
31.2 We will not disclose to any third party the details of your approved counterparties or any contract of sale you enter into, save that we may disclose such information (i) to our personnel, sub-contractors and other group companies as reasonably required by us to provide the GNEX services to you; (ii) to the GNEX member with whom you have entered into the contract of sale; (iii) to our professional advisors for use in their professional capacity; and/or (iv) where we are required to disclose such information by any regulation, court order or regulatory authority.
31.3 We store certain electronic data for you as part of the GNEX services. Our storage facilities are designed to be secure, but no facility can guarantee protection either in terms of unauthorised access or loss of or damage to information. We are not responsible for any loss of, access to, deletion or alteration of, any data that we store for you as part of the GNEX services.
31.4 To the extent that you become aware of, or we disclose or make available to you, any information or material of a confidential nature (whether written, oral or in electronic form) concerning our business and affairs (including our current or future business plans), you acknowledge and agree that (i) such information and materials are strictly confidential; and (ii) you will not disclose such information or materials to any third party and you will use all reasonable efforts to prevent any such disclosure, save where such information or materials become public knowledge (other than as a result of you breaching this obligation of confidentiality).
32. Data protection
32.1 We are data controllers of the personal information we collect in connection with your membership and use of the site, the mobile app and the GNEX services. The information we collect is made up from the details you and others give to us during your relationship with us and includes information you give us during your application for membership, information from your subsequent communications and instructions, and other information we gain from providing you with the site, the mobile app and the GNEX services. We will use this information for the following purposes (which may involve transferring such personal information to countries outside of the European Economic Area):
(a) to provide you with the site, the mobile app and the GNEX services and to carry out our obligations under these terms and conditions;
(b) to comply with legal and regulatory requirements;
(c) to carry out credit checks, to detect, investigate and prevent fraud and to trace debtors;
(d) for internal analysis and research; and
(e) to contact you by post, email or phone or other permitted means with details of additional products and services which may be of interest to you. Data subjects can tell us at any time if they would prefer not to receive such direct marketing.
32.2 We may disclose personal information to (i) our agents, sub-contractors and service providers for the purposes set out in paragraph 32.1; (ii) credit reference agencies, the police, Government departments and agencies for the purposes set out in paragraph 32.1(c); and (iii) any person for the purposes set out in paragraph 32.1(b).
32.3 We will take appropriate steps to help prevent the loss, misuse or unauthorised disclosure of the personal information we collect and will try to keep such information accurate and up to date.
32.4 Data subjects have the right to ask for a copy of the personal information we hold about them. If a data subject finds at any time that any of the information we hold about them is incorrect then they should notify us and we will correct the inaccuracy.
32.5 Before you or a third party on your behalf gives us any personal information you must inform the individuals concerned that you are giving the personal information to us and that it will be used in the manner and for the purposes described above and you must obtain their informed consent to such use.
We always try to give you the best service we can so if you have a grievance with us please let us know and we will try to sort it out quickly and amicably.
36. Our liability to you
36.1 Nothing in these terms and conditions shall exclude or limit our liability for:
(a) death or personal injury arising from our negligence;
(b) fraud or fraudulent misrepresentation; or
(c) any other liability that cannot be limited or excluded by law.
36.2 Subject to paragraph 36.1, we will not be liable to you under any statute or in contract, tort (including negligence) or otherwise for:
(a) any (i) loss of profits, business revenue, business opportunity, technology, contracts, goodwill, data and/or anticipated savings; and/or (ii) indirect or consequential loss or damage, in each case which arises under or in connection with these terms and conditions, the site, the mobile app, the GNEX platform, your use of the GNEX-SATA and the other GNEX services; and/or
(b) any costs, damages, losses, expenses and/or liability that you suffer or incur under or in connection with any contract of sale.
36.3 Subject to paragraphs 36.1 and 7.5, our total aggregate liability to you under or in connection with these terms and conditions, the site, the mobile app, the GNEX platform, your use of the GNEX-SATA and the other GNEX services (whether such liability arises under any statute or in contract, tort (including negligence) or otherwise) shall be limited to the higher of £50,000 and the aggregate of the fees paid by you to us pursuant to these terms and conditions.
36.4 You agree not to sue or instigate any other legal action against us in respect of any breach or alleged breach of a contract of sale.
37. Changes to these terms and conditions
We may amend these terms and conditions at any time by posting the amendments on the site and notifying you by email of the amendments. Unless we inform you otherwise, an amendment will take effect seven days after the date that we post it on the site. Your use of the site and the mobile app after the date an amendment takes effect will be subject to these terms and conditions as amended by that amendment. If an amendment is not acceptable to you, you may terminate your agreement with us by notifying us by email or in writing prior to the date the amendment takes effect.
39.1 We will not be liable to you for any breach of our obligations under these terms and conditions to the extent that the breach is due to circumstances beyond our reasonable control.
39.2 If at any time any provision of these terms and conditions is or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction, that shall not affect or impair the legality, validity or enforceability in that jurisdiction of any other provision of these terms and conditions, or the legality, validity or enforceability under the law of any other jurisdiction of that or any other provision of these terms and conditions.
39.3 No delay or failure on the part of you or us in exercising or enforcing any right or remedy under these terms and conditions will be deemed to be a waiver of any such right or remedy, nor will that failure operate to bar the exercise or enforcement of such right or remedy at any future time.
39.4 You must not assign or dispose of any of your rights or obligations under these terms and conditions without our prior written consent.
39.5 Nothing in these terms and conditions and no action taken by you or us under these terms and conditions shall constitute, or be deemed to constitute, between you and us a partnership, association, joint venture or other cooperative entity or arrangement.
39.6 These terms and conditions, together with the details of your membership application and any section of the site referred to in these terms and conditions and your Membership Confirmation, contain the entire agreement and understanding between you and us in relation to their subject matter, and supersede all prior agreements, arrangements, statements and understandings in respect of the same.
39.7 All rights and remedies available to us for breach of these terms and conditions are cumulative and may be exercised concurrently or separately and the exercise of any one remedy shall not be deemed an election of such remedy to the exclusion of other remedies.
39.8 These terms and conditions and any dispute or claim arising out of or in connection with them or their subject matter or formation (including your use of the GNEX services, the site, the mobile app and any non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales and, except as set out in paragraph 39.9, you and we hereby submit to the exclusive jurisdiction of the courts of England and Wales in respect of the same.
39.9 If you breach any of these terms and conditions then you acknowledge and agree that we may bring a claim against you for the breach in any jurisdiction in which you or any of your assets are located.
We do not separately file these terms and conditions or any contract between you and us for the use of the site, the mobile app or the GNEX services. All our contracts are concluded in English. You can always access the latest version of these terms and conditions at this page. Please make a durable copy of these terms and conditions by printing and/or saving a downloaded copy on your own device.
41. Contacting us
If you are in any doubt as to the accuracy and currency of any information posted on or downloaded from the site or mobile app, or if you require any further information or have any other query, please contact us at firstname.lastname@example.org.
Date of last revision: 7 March 2019